Liberty Media Corporation Announces Combination of Liberty Starz and Liberty Capital Tracking Stocks
17 Noviembre 2011 - 5:00AM
Business Wire
Liberty Media Corporation (Nasdaq: LCAPA, LCAPB, LSTZA, LSTZB)
(“Liberty”) today announced that its board of directors has
unanimously voted to eliminate Liberty’s tracking stock structure
by converting each share of its Liberty Starz common stock into
0.88129 of a share of the corresponding series of Liberty Capital
common stock, effective at 5:00 p.m., New York City time, on
November 28, 2011 (the “Conversion Date”). Cash will be paid in
lieu of fractional shares.
“We are pleased to announce the combination of Liberty Starz and
Liberty Capital into an asset-backed security,” said Greg Maffei,
Liberty President and CEO. “The board of directors determined this
was the right move to increase the value for both Liberty Capital
and Liberty Starz shareholders by eliminating the ‘tracker
discount’, increasing liquidity in the stock and creating a
stronger acquisition currency. In addition, we recently took
advantage of the attractive debt markets to raise capital at Starz,
and we have more opportunities to deploy it at a combined Liberty
Media.”
The conversion of shares of Liberty Starz common stock will be
effected pursuant to Article IV, Section A.2(b)(ii) of Liberty’s
restated charter and will result in the conversion of all of the
outstanding shares of Liberty Starz common stock on the Conversion
Date unless, pursuant to the restated charter, the board determines
to terminate the Conversion prior to the Conversion Date. The
conversion does not require any action by Liberty’s shareholders
and will have no impact on the businesses, assets and liabilities
of Liberty. Following the conversion, Liberty will have two series
of common stock, which will trade under the Nasdaq symbols LMCA and
LMCB.
Liberty’s board also determined to increase the repurchase
authorization for Liberty Capital common stock to $1.25 billion
following the conversion.
Holders of certificated shares of Liberty Starz common stock
will receive a letter of transmittal from Computershare Trust
Company, N.A., with instructions on how to surrender their
certificates formerly representing shares of Liberty Starz common
stock for certificates representing shares of the corresponding
series of Liberty Capital common stock. Certificated holders must
surrender their stock certificates, together with a completed and
duly executed letter of transmittal (and any other documentation
required thereby), to Computershare, Corporate Actions,
P.O. Box 43014, Providence, RI 02940-3014, in order to receive
certificates representing their Liberty Capital common stock
shares. With respect to holders of Liberty Starz common stock held
in book-entry form, their accounts will be debited for all of their
shares of Liberty Starz common stock and immediately credited with
the applicable number and series of shares of Liberty Capital
common stock on the Conversion Date.
About Liberty Media Corporation
Liberty Media owns interests in a broad range of media,
communications and entertainment businesses. Those interests are
attributed to two tracking stock groups: (1) the Liberty Starz
group (Nasdaq: LSTZA, LSTZB), which includes its interest in Starz,
LLC, and (2) the Liberty Capital group (Nasdaq: LCAPA, LCAPB),
which includes its subsidiaries Atlanta National League Baseball
Club, Inc. and TruePosition, Inc., its interest in
SiriusXM, Live Nation and Barnes & Noble, and minority
equity investments in Time Warner Inc. and Viacom.
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